The Mint Corporation

PART I GENERAL ..................................................................................................................................................... 1 SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS ................................................. 1 Solicitations of Proxies by Management ..................................................................................... 1 Appointment of Proxies ............................................................................................................... 2 Voting of Proxies ......................................................................................................................... 2 Revocation of Proxies .................................................................................................................. 2 Voting by Non-Registered Shareholders ..................................................................................... 2 INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON . 4 VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ..................... 4 PART II MATTERS TO BE VOTED ON AT THE MEETING ............................................................................ 4 Presentation of the Annual Financial Statements ......................................................................... 4 Election of Directors .................................................................................................................... 5 Appointment of Auditor ............................................................................................................... 8 Stock Option Plan ........................................................................................................................ 9 PART III..................................................................................................................................................................... 11 INFORMATION ABOUT THE COMPANY .................................................................................. 11 Audit Committee........................................................................................................................ 11 Audit Committee Oversight ........................................................................................................... 12 Reliance on Certain Exemptions ................................................................................................... 12 STATEMENT OF EXECUTIVE COMPENSATION ..................................................................... 13 Directors and Officers Liability Insurance ................................................................................. 17 Securities Authorized for Issuance Under Equity Compensation Plans .................................... 17 Interest of Informed Persons in Material Transactions .............................................................. 18 Indebtedness of Directors and Executive Officers [is this statement still accurate?] ................ 18 MANAGEMENT CONTRACTS [Is this statement accurate] ......................................................... 20 OTHER MATTERS ......................................................................................................................... 20 ADDITIONAL INFORMATION..................................................................................................... 20 Approval of Directors ....................................................................................................................... 21

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THE MINT CORPORATION

MANAGEMENT INFORMATION CIRCULAR as of October 2, 2023

THIS MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF THE MINT CORPORATION (THE “COMPANY” OR “MINT”) OF PROXIES TO BE VOTED AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS (THE “MEETING”) OF THE CORPORATION TO BE HELD ON NOVEMBER 6, 2023, FOR THE PURPOSES SET OUT IN THE ACCOMPANYING NOTICE OF MEETING.

Part I GENERAL

Unless otherwise indicated, “Company” or “MINT” refers to The Mint Corporation. Unless otherwise noted, all dollar amounts are expressed in Canadian dollars and references to “$” or “C$” are to Canadian dollars and amounts expressed in United States dollars are referred to “US$”.

SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS

Solicitations of Proxies by Management

This management information circular of the Company (the “ Circular ”) is furnished in connection with the solicitation of proxies by or on behalf of management of Mint, for use at the Meeting to be held on Monday, November 6, 2023 at 10:00 a.m. (Toronto time) at the offices of Branson Corporate Services Ltd., 77 King Street West, Suite 2905, TD Centre North Tower, Toronto, Ontario M5K 1H1, and at all postponements or adjournments thereof, for the purposes set forth in the accompanying notice of the Meeting (the “ Notice of Meeting ”). It is expected that the solicitation of proxies will be primarily by mail, however, proxies may also be solicited by the officers, directors and employees of the Company and/or a proxy solicitation firm by telephone, electronic mail, facsimile or personally. These persons will receive no compensation for such solicitation other than their regular fees or salaries. The cost of soliciting proxies in connection with the Meeting will be borne directly by the Company.

The board of directors of Mint (the “ Board ”) has fixed the close of business on October 2, 2023 (the “ Record Date ”), being the date for the determination of the registered shareholders of the Company (the “ Registered Shareholders ”) entitled to receive notice of, and to vote. All duly completed and executed proxies must be received by the Company’s registrar and transfer agent, Computershare Investor Services Inc. (Attention: Proxy Department), 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, fax number 1-866-249-7775, not later than 10:00 a.m. (Toronto time) on November 2, 2023, subject to adjournments or postponements of the date or time set for the Meeting.

Shareholders with questions may call the Company’s register and transfer agent, Computershare Investor Services Inc. at 1-866-962-0498 (toll-free). Shareholders may also obtain paper copies of proxy-related materials (the “ ProxyRelated Materials ”) free of charge by contacting Computershare Investor Services Inc. at 1-866-962-0498 (toll- free) or by facsimile at 1-866-249-7775; or by internet at www.investorvote.com; or upon request to the Corporate Secretary of the Company.

A request for paper copies of Proxy-Related Materials which are required in advance of the Meeting should be made so that they are received by Computershare Investor Services Inc. or the Company, as applicable, by Monday, October 16, 2023, in order to allow sufficient time for non-registered Shareholders (“ Non-Registered Shareholders ”) to receive the paper copies and to return their proxies or voting instruction forms to intermediaries before November 2, 2023, at 10:00 a.m. (Toronto time), being the date that is not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) prior to the time set for the Meeting or any adjournments or postponements thereof (the “ Proxy Deadline ”).

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Appointment of Proxies

The persons named in the enclosed form of proxy are officers and/or directors of the Company. A Shareholder desiring to appoint some other person, who need not be a Shareholder, to represent him or her at the Meeting, may do so by inserting such person’s name in the blank space provided in the enclosed form of proxy or by completing another proper form of proxy and, in either case, depositing the completed and executed proxy at the offices of Computershare Investor Services Inc., at the address provided herein, not later than the Proxy Deadline.

A Shareholder forwarding the enclosed form of proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. If the Shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The common shares in the capital of the Company (the “ Common Shares ” or the “ Shares ”) represented by the form of proxy submitted by a Shareholder will be voted in accordance with the directions, if any, given in the form of proxy. To be valid, a form of proxy must be executed by a Shareholder or a Shareholder’s attorney duly authorized in writing or, if the Shareholder is a body corporate, under its corporate seal or, by a duly authorized officer or attorney.

Voting of Proxies

The Shares represented by the accompanying form of proxy (if properly executed and received at the offices of Computershare Investor Services Inc. at the address provided herein, not later than the Proxy Deadline), will be voted at the Meeting and, where a choice is specified in respect of any matter to be acted upon, will be voted or withheld from voting or voted in favour or against, as applicable, in accordance with the specification made on any ballot that may be called for. In the absence of such specification, proxies in favour of management will be voted in favour of the resolutions described below. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the time of printing of this Circular, management knows of no such amendments, variations, or other matters to come before the Meeting. However, if any other matters that are not now known to management should properly come before the Meeting, the form of proxy will be voted on such matters in accordance with the best judgment of the named proxies.

Revocation of Proxies

A proxy given pursuant to this solicitation may be revoked at any time prior to its use. A Shareholder who has given a proxy may revoke the proxy by: (a) completing and signing a proxy bearing a later date and depositing it at the offices of Computershare Investor Services Inc. (Attention: Proxy Department), 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, fax number 1-866-249-7775; (b) depositing an instrument in writing executed by the Shareholder or by the Shareholder’s attorney duly authorized in writing or, if the Shareholder is a body corporate, under its corporate seal or, by a duly authorized officer or attorney either with Computershare Investor Services Inc. (Attention: Proxy Department), 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, fax number 1-866249- 7775, at any time up to and including the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) thereof or with the Chairman of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment(s) or postponement(s) thereof; or (c) in any other manner permitted by law. Such instrument will not be effective in respect to any matter on which a vote has already been cast pursuant to such proxy.

Voting by Non-Registered Shareholders

Only Registered Shareholders or the persons they appoint as their proxies are permitted to vote a Meeting. Most Shareholders are Non-Registered Shareholders because the Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank, or trust company through which they purchased the Shares. Shares beneficially owned by a Non-Registered Shareholder are registered either: (i) in the name of an intermediary LEGAL_36993969.4

(“ Intermediary ”) that the Non-Registered Shareholder deals within respect of the Shares; or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. (“ CDS ”) of which the Intermediary is a participant. Non-registered shareholders who have not objected to their Intermediary disclosing certain beneficial ownership information about themselves to the Company are referred to as “ NOBOs ”. Non-registered shareholders who have objected to their Intermediary disclosing the ownership information about themselves to the Company are referred to as “ OBOs ”. National Instrument 54-101 of the Canadian Securities Administrators permits the Company to send copies of the Circular and the accompanying Notice of Meeting together with the form of proxy (collectively, the “ Meeting Materials ”) directly to the NOBOs. In accordance with National Instrument 54-101, the Company has elected to send the Meeting Materials directly to NOBOs and has distributed copies of the Meeting Materials to Intermediaries for distribution to OBOs. The Company will pay for an Intermediary to deliver the Meeting Materials to non-registered shareholders who are OBOs, including a voting instruction form (as described further below).

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless a Non-Registered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either: (a) be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “ voting instruction form ”) which the Intermediary must follow. Typically, the voting instruction form will consist of a one-page pre-printed form. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in Canada. Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Non-Registered Shareholders and asks Non-Registered Shareholders to return the forms to Broadridge or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of the shares to be represented at the Meeting. Sometimes, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a barcode and other information. In order for this form of proxy to validly constitute a voting instruction form, the NonRegistered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company. A Non-Registered Shareholder who receives a voting instruction form cannot use that form to vote his, her or its Shares at the Meeting; or (b) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Shareholder, but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with Computershare Investor Services Inc. (Attention: Proxy Department), 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, fax: 1- 866-249-7775.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Shares they beneficially own. Should a Non-Registered Shareholder who receives one of the above forms wish to vote at this Meeting, or any adjournment(s) or postponement(s) thereof, (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the persons named in the voting instruction form and insert the Non-Registered Shareholder or such other person’s name in the blank space provided. In either case, Non-Registered Shareholders should follow the instructions of their Intermediary, including those regarding when and where the voting instruction form is to be delivered. A Non-Registered Shareholder may revoke a voting instruction form or a waiver of the right to receive Meeting Materials and to vote which has been given to an Intermediary at any time by written notice to the Intermediary provided that an Intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive Meeting Materials and to vote, which is not received by the Intermediary at least seven (7) days prior to the Meeting.

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INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except with respect to the election of directors or as otherwise set forth elsewhere in this Circular, no director or executive officer of the Company, no person who has held such a position since the beginning of the last completed financial year of the Company, no nominee for election as a director of the Company, and no associate or affiliate of any of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized capital of the Company consists of an unlimited number of Common Shares without nominal or par value. As at the Record Date, 235,876,725 Common Shares were issued and outstanding, each such Common Share carrying the right to one vote on a ballot at the Meeting. Only Shareholders of record as at the Record Date will be given a Notice of Meeting and will be entitled to vote at the Meeting the number of Shares of record held by him on the Record Date. Except as otherwise determined from time to time by directors of the Company, no Shareholders becoming such after the Record Date will be entitled to receive notice of and vote at the Meeting or any adjournment thereof, or to be treated as a Shareholder of record for purposes of such other action.

To the knowledge of the Company’s directors and executive officers, as of the date hereof, the only persons or companies who beneficially own, directly or indirectly, or control or direct, directly or indirectly, securities carrying more than 10% of the voting rights attached to the outstanding Common Shares are:


	Name	Approximate Number of Common Shares Beneficially Owned, Controlled or Directed	Percentage of Outstanding Common Shares

Global Business Services for Multimedia(1)		127,326,161	53.98%
Mobile Telecommunication Group LLC(2)		19,918,258	8.44%

Notes:

(1) A corporation controlled by Firas Al Fraih, a director of the Company.

(2) A wholly-owned subsidiary of Global Business Services for Multimedia.

Part II

MATTERS TO BE VOTED ON AT THE MEETING

Presentation of the Annual Financial Statements

The audited consolidated financial statements of the Company for the years ended December 31, 2021 and December 31, 2022, together with the independent auditor’s report thereon (collectively, the “ Financial Statements ”), together with the management’s discussions and analysis of financial position and result of operations, will be presented at the Meeting, but no vote by the Shareholders is required or proposed to be taken.

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Election of Directors

At the Meeting, Shareholders will be asked to elect four (4) directors of the Company. Each director who is elected at the Meeting will serve until the next annual meeting of Shareholders or until that director’s successor has been elected or appointed. As of the date of this Circular, management does not contemplate that any of such nominees will be unable to serve as directors; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies in favour of management designees will be voted for another nominee in their discretion unless the shareholder has specified in his, her or its proxy that his, her or its Shares are to be withheld from voting in the election of directors. Each nominee elected as a director will hold office until the next annual general meeting of Shareholders or sooner if a person ceases to be a director.

The following table sets out the names of the nominees of management for election as directors as well as other information provided by each nominee:


Name and Residence	Principal Occupation	Director Since	Common shares beneficially owned, or controlled or directed, directly or indirectly

Vishy Karamadam(1)(2) Ontario, Canada	President and Chief Executive Officer of the Company.	June 5, 2014	108,333(3) (0.05%)
Vikas Ranjan(1) Ontario, Canada	President of New Frontier Ventures Inc (formerly Gravitas Financial Inc.) July 2014 to present.	December 19, 2017	114,333(4) (0.05%)
Firas Al Fraih Dubai, United Arab Emirates	Senior officer and director of Global Business Services for Multimedia and Mobile Telecommunication Group LLC.	January 11, 2020	147,244,419(5) (62.42%)
Randy Koroll(1) Ontario, Canada	CFO, Star Navigation Systems Group Ltd. Since 2009 to present	April 30, 2019	Nil

Notes :

(1) Member of the Audit Committee.

(2) Chairman of the board as of April 16, 2015
(3) The Shares are held by 2444444 Ontario Inc.; a company where Vishy Karamadam is a beneficiary.
(4) A portion of the Shares beneficially owned by Vikas Ranjan are held by 2444444 Ontario Inc. a company where Vishy Karamadam and Vikas Ranjan are beneficiaries.
(5) Shares held through Global Business Services for Multimedia and Mobile Telecommunication Group LLC.

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Further information about each proposed nominee is set out below:

Vishy Karamadam - Age 51

Mr. Karamadam is currently co-founder and CEO of ForeGrowth Inc., a commercial real estate investment firm that focuses on North American income generating properties, and Chairman and CEO of The Mint Corporation (TSXV: MIT). He is a management professional with over 20 years of corporate and entrepreneurial experience. Most recently his area of focus has been in restructuring, strategy, capital markets and entrepreneurship. He was the co-founder of Ubika Research an investment research and capital markets services firm and Smallcappower.com, a leading online financial portal that connects small cap publicly listed companies to investors. As a lead analyst for Ubika Research, Vishy has performed in-depth analysis and written research reports on numerous companies in a diverse range of industries. His previous experience includes working for blue chip organizations in Toronto, Canada and Mumbai, India and he has strong exposure to the financial services industry.

Mr. Karamadam holds a Bachelor in Technology Degree in Electronics & Communication Engineering, Masters in Management Studies in Finance from University of Mumbai, India and an MBA from McGill University in Montreal.

Vikas Ranjan Age- Age 52

Mr. Ranjan is a management professional with an MBA in Finance from McGill University, Montreal, Canada. His background includes over 25 years experience in diverse areas of �nance, capital markets, entrepreneurship and investing.

He is a co-founder of Gravitas Group of companies and his experience encompasses working in senior executive roles, both in Canada and India.

Mr. Ranjan has been involved in launching several public and private enterprises in the areas of capital markets and growth investing. He currently serves on the boards of several public and private companies.

Firas Al Fraih- Age 40

Mr. Firas Al Fraih, Director. Mr. Al Fraih joined as a director of the Company as of January 11, 2020. He is a senior officer and director of Global Business Services for Multimedia (the majority shareholder of Mint) and Mobile Telecommunication Group LLC.

Randy Koroll- Age 59

Mr. Koroll is rejoining the Mint board having previously served as a director from October 2013 to September 2014. Mr. Koroll brings over 30 years’ management and finance experience to the Mint board. He has served as a director of numerous public companies and as the chief financial officer for various publicly traded and private companies since 2001.

None of the proposed nominees for election as a director of the Company are proposed for election pursuant to any arrangement or understanding between the nominee and any other person, except the directors and senior officers of the Company acting solely in such capacity.

Cease Trade Orders and Bankruptcies

The Company was subject to a Cease Trade Order (the “ FFCTO ”) issued by the Ontario Securities Commission dated May 5, 2023. The Company has subsequently filed the periodic continuous disclosure documents required under the securities legislation of Ontario, and the Ontario Securities Commission revoked the FFCTO on June

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20, 2023. All of the proposed directors were directors of the Company on the date of the FFCTO.

As at the date of this Circular, except for the FFCTO, none of the proposed directors is, or has been, within 10 years before the date of this Circular:

(a) a director, chief executive officer or chief financial officer of any company that, while that person was acting in that capacity:
(i) was subject to a cease trade order (including any management cease trade order which applied to directors or executive officers of a company, whether or not the person is named in the order) or an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (an “ Order ”); or
(ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

As at the date of this Circular, none of the proposed directors has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

As at the date of this Circular, none of the proposed directors has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

At the Meeting, Shareholders will be asked to vote on ordinary resolutions to elect the proposed directors set forth above and to pass the following special resolution:

“ RESOLVED , as a special resolution of the Shareholders of the Company, that:

the number of directors of the Company within the minimum and maximum number provided in the articles of the Company be fixed at four (4), and that the board of directors of the Company be empowered to determine from time to time the number of directors of the Company, such determination to be made by resolution of the board of directors; and
any one director or officer of the Company is hereby authorized for, on behalf of, and in the name of the Company to do and perform or cause to be done or performed all such things, to take or cause to be taken all such actions, to execute and deliver or cause to be executed and delivered all such agreements, documents

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and instruments, contemplated by, necessary or desirable in connection therewith, or as such director or officer in his discretion may consider necessary, advisable or appropriate in order to give effect to the intent and purposes of the foregoing resolutions, and the doing of such things, the taking of such actions and the execution of such agreements, documents and instruments shall be conclusive evidence that the same have been authorized and approved hereby.”

Recommendation of the Board

The Board unanimously recommends shareholders vote FOR the resolutions approving the election of the proposed directors.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE ELECTION OF THE NOMINEES SET OUT ABOVE, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE SHAREHOLDER’S COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF THE ELECTION OF ONE OR MORE DIRECTORS. MANAGEMENT HAS NO REASON TO BELIEVE THAT ANY OF THE NOMINEES WILL BE UNABLE TO SERVE AS A DIRECTOR BUT, IF A NOMINEE IS UNAVAILABLE TO SERVE AS A DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE REMAINING NOMINEES AND MAY BE VOTED FOR A SUBSTITUTE NOMINEE, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE SHAREHOLDER’S COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF THE ELECTION OF DIRECTORS.

Approval

The election of directors must be approved by a majority of all votes cast by the Shareholders present at the Meeting in person or by proxy in order to be effective.

Appointment of Auditor

PKF Antares is proposed for appointment as auditor of the Company until the next annual meeting of Shareholders, at such remuneration as the directors may fix. PKF Antares was appointed as auditor of the Company on December 10, 2020. MNP LLP was appointed as the auditor of the Company on November 25, 2013, and resigned on December 10, 2020.

At the Meeting, Shareholders will be asked to vote on the following ordinary resolution:

“ RESOLVED , as an ordinary resolution of the Shareholders of the Company, that PKF Antares be appointed as auditor of the Company until the close of the next annual general meeting and that the directors of the Company are hereby authorized to fix the remuneration of the auditor.”

Recommendation of the Board

The Board unanimously recommends shareholders vote FOR the above resolution approving the appointment of PKF Antares as the auditors of the Company and to authorize the Board to fix their remuneration.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPOINTMENT OF PKF ANTARES AS AUDITOR OF THE COMPANY, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE SHAREHOLDER’S COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF THE APPOINTMENT OF AUDITORS.

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Approval

The re-appointment of the auditors and the authorization of the Board to fix their remuneration must be approved by a majority of the votes cast by the Shareholders present at the meeting in person or by proxy in order to become effective.

Stock Option Plan

The Company implemented a new 10% rolling stock option plan (the “ Stock Option Plan ”) which was adopted by the Board in June 2017 and approved by the Shareholders on June 20, 2018, replacing the previously implemented fixed stock option plan. The full text of the Stock Option Plan is attached as Exhibit “B”.

Pursuant to the Stock Option Plan, the Board may, from time to time and at its discretion, grant to directors, officers, employees or consultants of the Company options to acquire Shares of the Company for a maximum of 10% of the number of outstanding Common Shares of the Company at the time of the grant. As of the date of this Circular, the number of Common Shares currently issuable under the Stock Option Plan is 23,587,672 Common Shares.

Pursuant to Section 5.2(c) of Policy 4.4 of the TSX Venture Exchange (“ TSXV ”), the Stock Option Plan must receive shareholder approval at the time of implementation and yearly after. Further, pursuant to Section 7.1 of Policy 4.4 of the TSXV, the Company must receive TSXV’s acceptance of the Stock Option Plan at the time of implementation and yearly after. The Stock Option Plan was first approved by the Shareholders on June 20, 2018 and last re-approved by the Shareholders on September 30, 2021. The Company had received the TSXV’s conditional approval of the Stock Option Plan prior to the Stock Option Plan was adopted by the Shareholders on June 20, 2018, as more particularly set out in the Company’s Management Information Circular dated as at June 15, 2018. Accordingly, the Stock Option Plan is subject to the Shareholder’s re-approval and TSXV’s re-acceptance.

The material terms of the Stock Option Plan are as follows:

(a) Options may be granted under the Stock Option Plan to employees, officers, directors and consultants of the Company or any subsidiary (an “ Eligible Person ”).
(b) The maximum number of Common Shares which may be reserved for issuance pursuant to the exercise of options under the Stock Option Plan is 10% of the issued and outstanding Common Shares at the time of any option grant.
(c) The term of any option granted under the Stock Option Plan will be fixed by the Board at the time such option is granted, provided that options will not be permitted to exceed a term of five years.
(d) The exercise price of any options granted under the Stock Option Plan will be determined by the Board but shall not be less than the lowest price permitted by the TSXV.
(e) All options will be non-assignable and non-transferable.
(f) The aggregate number of options granted to any one consultant in a 12 month period must not exceed 2% of the issued Shares. The aggregate number of options granted to all persons retained to provide investor relations activities must not exceed 2% of the issued and outstanding Shares of the Company in any 12 month period.
(g) If the option holder ceases to be an Eligible Person (other than by reason of death), then that holder’s options will expire no later than 90 days following the date that the option holder ceases to be an Eligible Person. However, if the option holder is engaged in investor relations activities the option will expire no later than

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10 -

30 days after the option holder ceases to be an Eligible Person. If the option holder dies, then that holder’s options will expire no later than one year following the death of the option holder.

(h) Disinterested Shareholder approval must be obtained for: (i) any reduction in the exercise price of an outstanding option, if the option holder is an insider; and (ii) any grant of options to any one individual, within a 12-month period, exceeding 5% of the Company’s issued and outstanding Shares.
(i) Options will be adjusted in the event of any consolidation, subdivision, conversion or exchange of the Common Shares.
(j) The expiry date of an option shall be automatically extended if the expiry date falls within a period (a “ Blackout Period ”) during which the Company prohibits option holders from exercising their options; provide that (i) the Blackout Period is imposed by the Company as a result of the existence of undisclosed material information, (ii) the Blackout Period shall expire upon the general disclosure of the undisclosed material information and the expiry date shall be extended to the 10th business day which follows the expiry of the Blackout Period, and (iii) the automatic extension of an option holder’s options will not be permitted where the option holder or the Company is subject to a cease trade order (or similar order under applicable securities laws) in respect of the Company’s securities.
(k) To the extent the grant or exercise of an option gives rise to any tax or other statutory withholding obligation, prior to the delivery of the option or shares being acquired, the Company may require the option holder to pay the Company an amount, or withhold an amount from any remuneration or consideration payable to the option holder, sufficient to pay any tax or other statutory withholding obligation associated with the grant or exercise of the option.

The shareholders of the Company will be asked to consider, and if thought fit, to pass the following resolution at the Meeting:

At the Meeting, the Shareholders will be asked to pass an ordinary resolution to ratify and re-approve the adoption of the Stock Option Plan, with or without variation, as follows:

“ RESOLVED , as an ordinary resolution of the Shareholders of the Company, that:

the Stock Option Plan dated for reference June 20, 2018, in the form attached hereto as Exhibit “A”, is hereby ratified, confirmed and re approved;
the Company be and is hereby authorized to grant options to acquire up to 10% of the issued and outstanding Shares in the capital of the Company from time to time in accordance with the terms of the Stock Option Plan, and issue Shares pursuant to the exercise of such options; and
any one director or officer of the Company be and is hereby authorized and directed to perform all such acts and things and to execute and deliver, under the corporate seal of the Company or otherwise, all such deeds, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to this resolution including, without limitation, making any changes to the Option Plan required by applicable securities regulatory authorities and to complete all transactions in connection with the administration of the Option Plan.”

Recommendation of the Board

The Board unanimously recommends shareholders vote FOR the above resolution re-approving the Option Plan Resolution.

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UNLESS OTHERWISE DIRECTED BY THE SHAREHOLDER, PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE RESOLUTION TO RE-APPROVE THE ROLLING PLAN.

Approval

The Stock Option Plan Resolution must be approved by a majority of the votes cast by the Shareholders present at the Meeting in person or by proxy in order to become effective.

PART III

INFORMATION ABOUT THE COMPANY

Audit Committee

The audit committee (the “ Audit Committee ” or the “ Committee ”) is responsible for the Company’s financial reporting process and the quality of its financial reporting. In addition to its other duties, the Audit Committee reviews all financial statements (annual and interim) intended for circulation among shareholders and reports upon these to the Board. In addition, the Board may refer to the Audit Committee other matters and questions relating to the financial position of the Company. The Audit Committee has formally adopted an Audit Committee charter, which sets out the purposes of the Audit Committee and guidelines for its practices. The full text of the Audit Committee Charter is attached as Exhibit “A”.

At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee shall be financially literate.

The definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company’s financial statements.

The Audit Committee is composed of the following members of the Board:

Member	Independent(1)	Financially Literate(2)
Vikas Ranjan	Yes	Yes
Randy Koroll	Yes	Yes
Vishy Karamadam	No	Yes

Notes:

(1) A member of the audit committee is independent if the member has no direct or indirect material relationship with the Company which could, in the view of the board, reasonably interfere with the exercise of a member’s independent judgment.
(2) A member of the audit committee is financially literate if the member has the ability to read and understand a set of financial statements that present a breadth and complexity of accounting issues that is generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

All members of the Audit Committee have the ability to read, analyze and understand the complexities surrounding the issuance of financial statements that present a breadth and level of complexity of accounting issues that are

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generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements, and have an understanding of internal controls. All proposed members of the Audit Committee intend to maintain their currency by periodically taking continuing education courses. The education and experience of each Audit Committee member that is relevant to performance as an audit committee member is summarized in the section of this Circular “MATTERS TO BE VOTED ON AT THE MEETING – Election of Directors”.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Audit Committee has not made any recommendation to nominate or compensate an external auditor which was not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s financial year ended December 31, 2022, has the Company relied on the exemption provided under section 2.4 (De minimis Non-audit Services) of National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 (Exemptions). However, the Company is not required to comply with Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) of NI 52-110 given that it is a venture issuer as defined in NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted any specific policies and procedures for the engagement of non-audit services.

External Auditor Service Fees (By Category)

The following table sets out the fees paid by the Company and its subsidiaries to PKF Antares for the 2021 and 2022 fiscal years and to MNP LLP Chartered Accounts for services rendered for the 2019 fiscal year:

Financial Period Ended December 31	Audit Fees (1)	Audit Related Fees (2)	Tax Fees (3)	All Other Fees (4)
2022	$71,400	$nil	$nil	$nil
2021	66,625	$nil	$nil	$nil
2019	$140,000	$6,638	$15,515	$nil

Notes:

(1) “Audit fees” are the aggregate fees billed by the Company’s external auditor for audit services. (2) “Audit-related fees” are the aggregate fees billed for assurance and related services by the Company’s external auditor that are reasonably related to the performance of the audit review of the Company’s financial statements and are not reported as part of the audit fees.

(3) “Tax fees” are the aggregate fees billed for professional services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning.

(4) “All other fees” are the aggregate fees billed for products and services provided by the Company’s external auditor, other than the services reported as audit fees, audit-related fees and tax fees.

Since the Company is a “Venture Issuer” pursuant to applicable Canadian securities legislation, it is relying upon the exemption provided for at section 6.1 of NI 52-110 in respect of the composition of the Audit Committee. LEGAL_36993969.4

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At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemptions provided for in subsections 2.4, 6.1.1(4), 6.1.1(5), or 6.1.1(6) of NI 52-110 or an exemption from NI 52-110, in whole or in part, granted pursuant to Part 8 of NI 52-110.

STATEMENT OF EXECUTIVE COMPENSATION

This Statement of Executive Compensation provides information regarding all significant elements of compensation paid, payable, awarded, granted, given or otherwise provided by the Company to (i) the Chief Executive Officer, (ii) the Chief Financial Officer, (iii) each of the three most highly compensated executive officers of the Company, or the three most highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer at the end of most recently completed financial year whose total compensation was, individually, more than $150,000; and (iv) each individual who would be a named executive officer under (iii) above but for the fact that the individual was neither an executive officer of the Company nor acting in a similar capacity at the end of that financial year (collectively, the “ Named Executive Officers ”).

Set forth below is a description of the Company’s current corporate governance practices, as prescribed by Form 58101F2, which is attached to NI 58-101.

For the most recently completed financial year ended December 31, 2022, the Company’s only Named Executive Officers were Vishy Karamadam (CEO) and Yongbiao (Winfield) Ding (CFO).

Director and Named Executive Compensation, Excluding Compensation Securities

The following table sets out all annual and long-term compensation for services in all capacities to the Company for the financial years ended December 31, 2021 and December 31, 2022 in respect of each Named Executive Officer and director of the Company.

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Table of compensation excluding compensation securities

Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities	Table of compensation excluding compensation securities

Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compen- sation ($)	Total compen- sation ($)
Vishy Karamadam Chief Executive Officer and Director	2022 2021	60,000 60,000	$Nil $Nil	$Nil $Nil	$Nil $Nil	$Nil $Nil	60,000 60,000
Vikas Ranjan Director	2022 2021	$12,000 $12,000	$Nil $Nil	$Nil $Nil	$Nil $Nil	$Nil $Nil	$12,000 $12,000
Randy Koroll Director	2022 2021	$12,000 $12,000	$Nil $Nil	$Nil $Nil	$Nil $Nil	$Nil $Nil	$12,000 $12,000
Rebecca Ong Former Director	2022 2021	$22,000 $12,000	$Nil $Nil	$Nil $Nil	$Nil $Nil	$Nil $Nil	$22,000 $12,000
Winfield Yongbiao Ding, CFO	2022 2021	$84,000 $84,000l	$Nil $Nil	$Nil $Nil	$Nil $Nil	$Nil $Nil	$84,000 $84,000

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Stock options and other compensation securities

The following table sets out details of all compensation securities granted or issued to each director and Named Executive Officer by the Company or one of its subsidiaries in the years ended December 31, 2021 and December 31, 2022.


			Compensation Securities
Name and position	Year	Type of compensation security	Number of compensation securities, number of underlying securities and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Vishy Karamadam Chief Executive Officer and Director	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Vikas Ranjan Director	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Randy Koroll Director	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Rebecca Ong Former Director	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

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Compensation Securities

Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities	Compensation Securities

Name and position	Year	Type of compensation security	Number of compensation securities, number of underlying securities and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry date
Winfield Yongbiao Ding, CFO	2022 2021	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

None of the directors or Named Executive Officers were granted or exercised any compensation securities during the years ended December 31, 2021, and December 31, 2022.

Stock option plans and other incentive plans

For a description of the material terms of the Stock Option Plan, see “MATTERS TO BE VOTED ON AT THE MEETING - Stock Option Plan“.

Employment, consulting and management agreements

There is no written employment contract between the Company and any of the Named Executive Officers. If a Named Executive Officer’s employment is terminated without cause (including constructive dismissal), the Named Executive Officer would be entitled to reasonable notice or pay in lieu of notice under the Named Executive Officer’s common law entitlement. A Named Executive Officer would not be entitled to notice, or pay in lieu of notice, if the Named Executive Officer’s employment is terminated for cause. The Named Executive Officers would not be entitled to any other or additional compensation if there is a change of control of the Company.

Oversight and description of director and named executive officer compensation

Directors of the Company, including non-employee directors and directors who are also officers of the Company, each receive $3,000 per calendar quarter as director fee except Firas Al Fraih who receives $0.

The compensation payable to directors and Named Executive Officers is proposed by the CEO to the board of directors and approved by the board.

The compensation that the Named Executive Officers received, in the financial years ended December 31, 2021 and December 31, 2022, consisted of cash only. None of the compensation receive by the Named Executive Officers was tied to performance criteria. A peer group was not used to determine compensation.

The Named Executives are eligible to receive stock options in accordance with the terms of the Company’s Stock Option Plan. As at December 31, 2022, none of the Named Executives hold outstanding stock options.

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Pension disclosure

The Company does not have a pension plan (including any defined benefit plan or defined contribution plan) that provides for payments or benefits to the Named Executive Officers at, following, or in connection with retirement.

Directors and Officers Liability Insurance

The Company has directors’ and officers’ liability insurance as contemplated by subsection 136(4) of the Business Corporations Act (Ontario). An aggregate annual premium of $26,250 was paid by the Company for directors’ and officers’ liability insurance for the year ended December 31, 2022. No part of this premium was paid by the directors or officers of the Company. The aggregate insurance coverage under the policy is limited to $1,000,000 per claim per year. A deductible is not payable by any director or officer making a claim under the policy. The Company is required to reimburse the insurer for up to $25,000 per claim, except that the Company is required to reimburse the insurer for up to $50,000 paid by the insurer in respect to securities related matters. This insurance coverage is in addition to the Company’s general third-party liability risk insurance.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets out the number of common shares which are issuable upon exercise of outstanding options, warrants and rights of the Company issued under equity compensation plans, the weighted-average exercise price of those outstanding securities and the number of common shares remaining available for future issuance under all equity compensation plans of the Company, all determined as of December 31, 2022.

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted- average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders (1)	nil	nil	nil
Equity compensation plans not approved by Shareholders (2)	nil	nil	nil
Total	nil	nil	nil

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Note

(1) The Company’s Stock Option Plan was last approved by Shareholders in August 2021, as a 10% Stock Option Rolling plan
(2) The Company does not have any equity compensation plans not approved by Shareholders.

Interest of Informed Persons in Material Transactions

For the purposes of this Circular, “informed person” means:

a) a director or executive officer of the Company;
b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company;
c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company, or a combination of both, carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company, other than voting securities held by the person or company as underwriter in the course of a distribution; and
d) the Company if it has purchased, redeemed or otherwise acquired any of its own securities, for so long as it holds any of its securities.

Global Business Services for Multimedia acquired a controlling ownership of the Company and acquired substantially all the Debt of the Company in a transaction that was announced by the Company in a press release dated January 7, 2020. Firas Al Fraih, an officer and director of Global Business Services for Multimedia, subsequently joined the Board.

Other than as previously disclosed in this Circular, no informed persons of the Company, any proposed director of the Company, or any associate or affiliate of any informed person or proposed director has any material interest, direct or indirect, in any transaction since the beginning of the Company’s most recently completed financial year, or in any proposed transaction which has materially affected or would materially affect the Company any of its subsidiaries.

Indebtedness of Directors and Executive Officers

As at the date of this Circular, no director, executive officer or other senior officer of the Company, or any associate of any such director or officer is, or has been at any time since the beginning of the most recently completed financial year of the Company, indebted to the Company or any of its subsidiaries nor is, or at any time since the beginning of the most recently completed financial year of the Company has, any indebtedness of any such person being the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.

Corporate Governance Disclosure

National Instrument 58-101 – Disclosure of Corporate Governance Practices and National Policy 58-201 – Corporate Governance Guidelines set out a series of guidelines for effective corporate governance. The guidelines address matters such as the composition and independence of corporate boards, the functions to be performed by boards and their committees, and the effectiveness and education of board members. Each reporting issuer, such as the Company, must disclose on an annual basis and in prescribed form, the corporate governance practices that it has adopted. The following is the Company’s required annual disclosure of its corporate governance practices.

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Board of Directors

Randy Koroll, Vikas Ranjan and Firas Al Fraih are independent directors within the meaning of National Instrument 52-110. The remaining director, Vishy Karamadam, is not independent because he is the CEO of the Company.

The Board has responsibility for supervising and overseeing the management of the business of the Company.

Directorships

The following is a list of those directors and proposed directors who are a director of any other issuer that is a reporting issuer (or the equivalent):


Director	Reporting Issuer

Vishy Karamadam	New Frontier Ventures Inc – CSE:VFI (June 2013 – Present) Florence One Capital Inc – TSXV: FONC.P (Sept 2022 – Present)
Vikas Ranjan	New Frontier Ventures Inc – CSE:VFI(July 2013 – Present) All Set Capital – TSXV: KSHUM.H (March 2020 – Present) Infiniti Ai – CSE : IAI (August 2019 to Present) Must Capital – TSXV : MUST.H (July 2019 to Present) Vortex Metals – TSXV:VMS (May 2022 to Present) Comprehensive Healthcare System Inc – TSXV: CHS (Oct 2021 to Present)

Orientation and Continuing Education

The Board does not have any formal procedures for orienting new board members or to provide continuing education for directors.

Ethical Business Conduct

The Board believes that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which a director has an interest should be sufficient to ensure that the Board operates ethically and in the best interests of the Company.

Nomination of Directors

There is no committee which is assigned responsibility for identifying new candidates for the Board. There is no formal process for identifying new candidates for the Board.

Compensation

The process by which the Board determines the compensation of the Company’s directors is as follows:

The Board has the responsibility in respect of directors’ compensation. The Board conducts a periodic review of directors’ compensation and compensation data for directors of reporting issuers of comparative size to the Company.

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The Company may grant options to the directors in recognition of the time and effort that such directors devote to the Company. To date, the Company has not granted any options to the directors.
The compensation of the Board is described in this Circular under the heading “ Director and Named Executive Officer Compensation ”.

Other Board of Directors Committees

The Board has no standing committees other than the Audit Committee.

Assessments

The Board has not established a formal policy to monitor the effectiveness of the directors, the board of directors and its committees.

MANAGEMENT CONTRACTS

There are no management functions of the Company or any of its subsidiaries which are to any substantial degree performed by a person or a company other than the directors or executive officers of the Company.

OTHER MATTERS

Management knows of no amendment, variation or other matter to come before the Meeting, other than the matters referred to in the Notice of Meeting of Shareholders. However, if any other matter properly comes before the Meeting, the accompanying proxy will be voted on such matter in accordance with the best judgment of the person or persons voting the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR PLUS at www.sedarplus.ca. Financial information concerning the Company is provided in the Financial Statements and Management Discussion & Analysis (MD&A) for that financial years ended December 31, 2021 and December 31, 2022,. Security holders may contact the Company to request copies of the Company’s financial statements and MD&A by contacting the Company at 360 Bay Street Suite 999, Toronto, ON M5H 2V6.

Copies of the above documents will be provided free of charge to security holders of the Company. The Company may require payment of a reasonable charge from any person or company who is not a security holder of the Company, who requests a copy of any such document. The foregoing documents are available on SEDAR PLUS at www.sedarplus.ca

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Approval of Directors

The contents and the sending of this Circular have been approved by the directors of the Company.

Toronto, Ontario

DATED of this October 2, 2023.

BY ORDER OF THE BOARD

(Signed) “Vishy Karamadam” Vishy Karamadam Chief Executive Officer

LEGAL_36993969.4

Exhibit “A” AUDIT COMMITTEE CHARTER

(the “Company”)

The Audit Committee is established by the Board to assist the Board in fulfilling its responsibilities for oversight of:

a) the Company’s accounting and financial reporting principles, processes and policies and internal controls over the accounting and financial reporting process and procedures, including the internal audit function,
b) the integrity of the Company’s financial statements, and
c) the qualifications and independence of the Company’s independent auditors.

The function of the Audit Committee is oversight. Management of the Company is responsible for the preparation, presentation and integrity of the Company’s financial statements.

Management is responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for planning and carrying out a proper audit of the Company’s annual financial statements. In fulfilling their responsibilities, it is recognized that members of the Audit Committee are not fulltime employees of the Company, and, although they meet the applicable membership requirements as defined from time to time by the listing standards of applicable exchanges are not, and do not represent themselves to be, accountants or auditors by profession or experts in the fields of accounting or auditing including in respect of auditor independence.

The Audit Committee shall be comprised of at least three directors. The composition of the Audit Committee shall satisfy the independence and experience requirements as defined from time to time applicable regulations and exchange rules; as such requirements are interpreted by the Board in its business judgment, subject in all cases to any applicable exceptions contemplated by applicable regulations and exchange rules. The Board will appoint and replace Audit Committee members.

The Audit Committee shall meet regularly, but not less frequently than quarterly. Most of the members of the Audit Committee shall constitute a quorum. The Audit Committee shall act on the affirmative vote of a majority of members present at the meeting at which a quorum is present. Without a meeting, the Audit Committee may act by unanimous written resolution of all members.

The Audit Committee should, to the extent it deems necessary or appropriate, also meet separately at least quarterly in executive sessions with management and the internal auditors to discuss any matters that the Audit Committee or any of these persons believe should be discussed privately. The Audit Committee may form and delegate authority to subcommittees when appropriate.

The Audit Committee shall recommend to the Board of Directors: (i) the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company; and (ii) the compensation of the external auditor.

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The Audit Committee shall be directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting.

The Audit Committee shall review the Company’s financial statements (including both annual and interim financial statements), management discussion and analysis and annual and interim earnings, press releases before the Company publicly discloses this information.

The independent auditor shall report directly to the Audit Committee. The Audit Committee shall be responsible for ensuring the independence of the independent auditor. The Audit Committee may request any officer or employee of the Company, the Company’s outside counsel, or its independent auditors to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. The Audit Committee shall have the authority to retain independent legal, accounting or other advisers, as it deems necessary, to carry out its duties.

The Audit Committee shall make regular reports to the Board on the business conducted by the committee. The Audit Committee shall:

a) Review and reassess the adequacy of the Audit Committee Charter annually and recommend any proposed changes to the Board for approval.
b) Review the annual audited financial statements with management and the independent auditor, including major issues regarding accounting and auditing principles and practices as well as the adequacy of internal controls that could significantly affect the Company’s financial statements, and recommend to the Board whether the audited financial statements should be approved.
c) Review and discuss with management and the independent auditor the disclosures made in management’s discussion and analysis of financial condition and results of operations.
d) Review and discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the Company’s selection or application of accounting principles, any major issues as to the adequacy of the Company’s internal controls over accounting and financial reporting, the development, selection and disclosure of critical accounting estimates, and analyses of the effect of alternative assumptions, estimates or GAAP methods on the Company’s financial statements.
e) Review with management the Company’s quarterly financial statements prior to filing.
f) Meet periodically with management to review the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.
g) Pre-approve all non-audit services to be provided to the Company or its subsidiaries by the Company’s external auditor.
h) Evaluate the qualifications, performance and independence of the independent auditor by, among other things, ensuring that the independent auditor periodically submits to the Committee a formal written statement delineating all relationships between such auditor and the Company, including any non-audit services.

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i) Review, oversee and approve the internal audit functions including: (i) purpose, scope, authority and organizational reporting lines, (ii) annual audit plan, budget and staffing, and (iii) concurrence in the appointment, compensation and replacement of the Chief Financial Officer.
j) Review with management and the independent auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports, which raise material issues regarding the Company’s financial statements or accounting policies. Establish procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
k) Review with the Company’s outside legal counsel legal matters that may have a material impact on the financial statements, the Company’s compliance policies and any material reports or inquiries received from regulators or governmental agencies.
l) Advise the Board with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations.
m) Evaluate the Audit Committee’s performance annually and report the results to the Board.

Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company.

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Exhibit “B” STOCK OPTION PLAN

THE MINT CORPORATION

RECITALS:

A. The Mint Corporation (the “Company”) is a corporation subject to the Business Corporations Act (Ontario).
B. The board of directors of the Company has established a stock option plan (the “Plan”) which provides for the issuance of options to employees, officers, directors and consultants.
C. The Board of Directors of the Company wishes to amend the Plan as set out below.

NOW THEREFORE set out below are the terms of the Plan, as amended:

DEFINITIONS

In this Plan, the following terms shall have the following meanings respectively:

(a) “ Board ” has the meaning given to that term in Section 3.
(b) “ Consultant ” means an individual (or a company or partnership of which the individual is an employee, shareholder or partner), other than an Employee or a Director, who:
(i) is engaged to provide, on an ongoing bona fide basis, consulting, technical, management or other services to the Company or to a subsidiary of the Company, other than services provided in relation to a distribution of securities;
(ii) provides the services to the Company or a subsidiary of the Company under a written contract;
(iii) in the reasonable opinion of the Board, spends or will spend a significant amount of time and attention on the business and affairs of the Company or a subsidiary of the Company; and
(iv) has a relationship with the Company or a subsidiary of the Company that enables the individual to be knowledgeable about the business and affairs of the Company.
(c) “ Director ” means a Management Company Employee, senior officer or director of the Company or any of its subsidiaries.
(d) “ Effective Date ” means June 20, 2018.
(e) “ Eligible Person ” means a Director, Employee or Consultant or a Company (as defined in the policies of the Exchange) which, except in the case of a Consultant company, is wholly owned by Eligible Persons.
(f) “ Employee ” means any of:

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(i) an individual who is considered an employee of the Company or any of its subsidiaries under the Income Tax Act (Canada) (and for whom income tax, employment insurance and CPP deductions must be made at source),
(ii) an individual who works full-time for the Company or any of its subsidiaries providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source, or
(iii) an individual who works for the Company or any of its subsidiaries on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source.
(g) “ Exchange ” means the TSX Venture Exchange and any stock exchange or exchanges on which the Shares are listed from time to time.
(h) “ Expiry Date ” has the meaning given to that term in Section 9.
(i) “ Investor Relations Activities ” means any activities by or on behalf of the Company or any shareholder of the Company, that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include:
(i) the dissemination of information provided, or records prepared, in the ordinary course of business of the Company
- (A) to promote the sale of products or services of the Company, or
- (B) to raise public awareness of the Company,

that cannot reasonably be considered to promote the purchase or sale of securities of the Company;

(ii) activities or communications necessary to comply with the requirements of
(A) applicable securities laws, policies or regulations, or
(B) the policies, rules, regulations and other requirements of the Exchange or the by-laws, rules or other regulatory instruments of any other self-regulatory body or exchange having jurisdiction over the Company;
(iii) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if
(A) the communication is only through the newspaper, magazine or publication, and
(B) the publisher or writer received no commission or other consideration other than for acting in the capacity of publisher or writer; or
(iv) activities or communications that may be otherwise specified by Exchange.

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(j) “ Management Company Employee ” means an individual employed by a person providing management services to the Company or any of its subsidiaries, which are required for the ongoing successful operation of the business enterprise of the Company, but excluding any person engaged in Investor Relations Activities.
(k) “ Participant ” means an Eligible Person who has been granted an option.
(l) “ person ” means an individual, corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity.
(m) “ Shares ” means common shares in the capital of the Company.

2. PURPOSE

The purpose of this Plan is to advance the interests of the Company by encouraging the employees, officers, directors and consultants of the Company, and of its subsidiaries, to acquire Shares, thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company.

3. ADMINISTRATION

The Plan shall be administered by the Board of Directors of the Company or by a committee of the Board of Directors given responsibility to administer the Plan (such committee or, if no such committee is appointed, the Board of Directors of the Company, is hereinafter referred to as the “ Board ”). A majority of the Board shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the Board.

Subject to the provisions of this Plan, the Board shall have authority to construe and interpret this Plan and all option agreements entered into under this Plan, to define the terms used in this Plan and in all option agreements entered into under this Plan, to prescribe, amend and rescind rules and regulations relating to this Plan and to make all other determinations necessary or advisable for the administration of this Plan. All determinations and interpretations made by the Board shall be binding and conclusive on all Eligible Persons and Participants and on their legal personal representatives and beneficiaries.

Each option granted hereunder may be evidenced by an agreement in writing, signed on behalf of the Company and by the optionee, in such form as the Board shall approve. Each such agreement shall state that it is subject to the provisions of this Plan.

4. STOCK EXCHANGE RULES

All options granted pursuant to this Plan shall be subject to the rules and policies of the Exchange and any other regulatory body having jurisdiction.

5. SHARES SUBJECT TO THE PLAN

Subject to adjustment as provided in Section 14 hereof, the Shares to be offered under this Plan shall consist of authorized but unissued common shares in the capital of the Company.

The maximum number of Shares which may be reserved for issuance pursuant to the exercise of options under this Plan shall be ten percent (10%) of the issued Shares at the time of any option grant.

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If any option granted hereunder shall expire or terminate for any reason without being exercised, the unpurchased Shares subject to that option shall again be available for options granted under this Plan.

The Company shall at all times during the term of this Plan reserve and keep available such numbers of Shares as will be sufficient to satisfy the requirements of this Plan.

6. ELIGIBILITY AND PARTICIPATION

Options shall be granted only to Eligible Persons, any registered savings plan established by an Eligible Person or any corporation wholly-owned by an Eligible Person.

For options to Management Company Employees, Consultants or Employees, the Company must represent that the optionee is a bona fide Management Company Employee, Consultant or Employee, as the case may be.

Subject to the terms of this Plan, the Board shall have full and final authority to determine the persons who are to be granted options under this Plan and the number of Shares subject to each option, the terms and provisions of each option agreement, and the time or times at which each option shall be granted, vested and expire.

Any Participant who is engaged in Investor Relations Activities shall report all trading in the securities of the Company to the Board, by submitting a report which details the dates of those trades, the number of securities traded and the prices at which securities were traded. This report will be delivered to the Secretary of the Company no later than ten (10) days following each such trade.

7. EXERCISE PRICE

The exercise price of the Shares subject to each option shall be determined by the Board at the time the option is granted. In no event shall such exercise price be lower than the lowest exercise price permitted by the Exchange.

Once the exercise price has been determined by the Board and the option has been granted, the exercise price of an option may be reduced upon receipt of Board approval, provided that in the case of options held by Insiders of the Company (as defined in the policies of the Exchange) at the time of the amendment, the exercise price of an option may be reduced only if disinterested shareholder approval is obtained.

8. NUMBER OF OPTIONED SHARES

The number of Shares subject to an option granted to any one Participant shall be determined by the Board, but no Participant shall be granted an option which exceeds the maximum number permitted by the Exchange. Without limiting the foregoing:

(a) No more than 5% of the issued and outstanding Shares may be granted to any one individual in any 12 month period (unless the Company has obtained disinterested shareholder approval, as required by the Exchange).
(b) No more than 2% of the issued and outstanding Shares may be granted under options to any one Consultant in any 12 month period.
(c) No more than 2% of the issued and outstanding Shares may be granted under options to an Employee conducting Investor Relations Activities in any 12 month period.
(d) The aggregate number of options granted to persons employed to provide Investor Relations Activities must not exceed 2% of the issued and outstanding Shares in any 12 month period, calculated at the date the option was granted.

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9. DURATION OF OPTION

Each option shall be exercisable for the period of time fixed by the Board and shall expire at 5:00 PM (Toronto time) on the last day of that period (the “ Expiry Date ”), subject to earlier termination as provided in Sections 11 and 12. Options can be exercisable for a maximum of five years from the date of grant.

10. VESTING, CONSIDERATION AND PAYMENT

Options may be subject to such vesting restrictions as are determined by the Board in its discretion; provided that options granted to Consultants performing Investor Relations Activities must contain vesting provisions such that vesting occurs over at least 12 months with no more than 1/4th of the options vesting in any 3 month period.

Subject to any vesting restrictions, options may be exercised in whole or in part at any time and from time to time during the option period.

Except as set forth in Sections 11 and 12, no option may be exercised unless the Participant is at the time of such exercise an Eligible Person.

The exercise of any option shall be contingent upon receipt by the Company at its head office of (i) a written notice of exercise, specifying the number of Shares with respect to which the option is being exercised, and (ii) payment in cash of the full purchase price of the Shares being purchased under that notice of exercise.

11. CEASING TO BE AN ELIGIBLE PERSON

If a Participant ceases to be an Eligible Person for any reason (other than death), such Participant may exercise that Participant’s option, provided that:

(a) such exercise must occur no later than 5:00 PM (Toronto time) on the earlier of (i) the Expiry Date, and (ii) 90 days after the Participant ceases to be an Eligible Person;
(b) notwithstanding Section (a), if the Participant is then engaged in Investor Relations Activities, such exercise must occur no later than 5:00 PM (Toronto time) on the earlier of (i) the Expiry Date, and (ii) 30 days after the Participant ceases to be an Eligible Person; and
(c) in either case, the option may only be exercised if and to the extent that the Participant is entitled to exercise the option on the date the Participant ceases to be an Eligible Person.

Nothing contained in this Plan, or in any option granted pursuant to this Plan, shall confer upon a Participant any right to continue as an employee, officer, director or consultant of the Company.

12. DEATH OF PARTICIPANT

Notwithstanding Section 11, in the event of the death of a Participant, the option granted to that Participant may be exercised by the person or persons to whom the Participant’s rights under the option shall pass by the Participant’s will or the laws of descent and distribution, provided that:

(a) such exercise must occur no later than 5:00 PM (Toronto time) on the earlier of (i) the Expiry Date, and (i) the first anniversary of the Participant’s death; and
(b) the option may only be exercised if and to the extent that the Participant was entitled to exercise the Option at the date of death.

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13. RIGHTS AS A SHAREHOLDER

No person entitled to exercise any option granted under this Plan shall have any of the rights or privileges of a shareholder of the Company in respect of any Shares issuable upon exercise of such option until such Shares shall have been issued.

14. ADJUSTMENTS

If there is any subdivision or consolidation of the Shares into a greater or lesser number, and if this subdivision or consolidation occurs during the term of an option, then upon exercise of the option by a Participant the Company shall deliver to the Participant the number of Shares which the Participant would have held as a result of the subdivision or consolidation if on the record date thereof the Participant had been the registered holder of the number of Shares in respect of which the Participant is exercising the option.

Except as described in the preceding paragraph, if the Shares are reclassified, reorganized or otherwise changed, or the Company shall consolidate, merge or amalgamate with or into another corporation, (any such event, a “ Reorganization ”), and if this Reorganization occurs during the term of an option, then upon exercise of the option by a Participant the Company, or the corporation resulting or continuing from the Reorganization, shall deliver the number and kind of securities and/or other consideration that the Participant would have been entitled to receive as a result of the Reorganization, if on the record date of the Reorganization the Participant had been the registered holder of the number of Shares in respect of which the Participant is exercising the option.

The securities and other consideration delivered to a Participant under this Section shall be in substitution for the Shares called for delivery to the Participant under the option and the Exercise Price provided for in the option shall be the consideration for the substitute securities and other consideration.

15. TRANSFERABILITY

All options shall be non-assignable and non-transferable other than by will or by the laws of descent and distribution. Options shall be exercisable, during the Participant’s lifetime, only by the Participant.

All option agreements and Shares issued under options shall be subject to, and legended with, such hold periods as may be applicable under applicable securities laws or the requirements of the Exchange.

16. BLACKOUT EXTENSIONS

The Expiry Date of an option shall be automatically extended if the Expiry Date falls within a period (a “ Blackout Period ”) during which the Company prohibits Participants from exercising their options; provide that:

(a) The Blackout Period must be formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information (as that term is defined under the policies of the Exchange). For greater certainty, in the absence of the Company formally imposing a Blackout Period, the expiry date of any options will not be automatically extended in any circumstances.
(b) The Blackout Period shall expire upon the general disclosure of the undisclosed Material Information. The Expiry Date shall be extended to 5:00 p.m. (Toronto, Ontario time) on the 10th business day which follows the expiry of the Blackout Period. For this purpose, a business day means a day which is not a Saturday, a Sunday or a date on which banks generally are closed in Toronto, Ontario.

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(c) The automatic extension of a Participant’s options will not be permitted where the Participant or the Company is subject to a cease trade order (or similar order under applicable securities laws) in respect of the Company’s securities.

17. TAX WITHHOLDING

To the extent the grant or exercise of an option gives rise to any tax or other statutory withholding obligation (including, without limitation, income and payroll withholding taxes imposed by any jurisdiction), prior to the delivery of the option or Shares being acquired upon the exercise of the option, as the case may be, the Company may:

(a) require the Optionee to pay to the Company an amount, or
(b) withhold an amount from any remuneration or consideration whatsoever payable to the Optionee,

sufficient to pay any tax or other statutory withholding obligation associated with the grant or exercise of the option, as the case may be.

18. AMENDMENT AND TERMINATION OF PLAN

Subject to applicable approval of the Exchange, the Board may, at any time, suspend or terminate this Plan. Subject to any applicable approval of the Exchange, the Board may at any time amend or revise the terms of this Plan; provided that no such amendment or revision shall result in a material adverse change to the terms of any option previously granted under this Plan.

19. NECESSARY APPROVALS

The ability of a Participant to exercise options and the obligation of the Company to issue and deliver Shares in accordance with this Plan is subject to any approvals which may be required from shareholders of the Company and any regulatory authority or stock exchange having jurisdiction over the securities of the Company. If any Shares cannot be issued to any Participant for whatever reason, the obligation of the Company to issue such Shares shall terminate and any option exercise price paid to the Company will be returned to the Participant.

20. EFFECTIVE DATE OF PLAN

This amended Plan was adopted by the Board as of the Effective Date and is subject to approval by the shareholders of the Company and the Exchange.

21. INTERPRETATION

The Plan will be governed by and construed in accordance with the laws of the Province of Ontario.

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AI assistant

The Mint Corporation — Proxy Solicitation & Information Statement 2023

44452_rns_2023-10-17_c54b99eb-ebd5-46ac-945b-f5f8c46b4078.pdf

Table of Contents

Part I GENERAL

SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS

Solicitations of Proxies by Management

Appointment of Proxies

Voting of Proxies

Revocation of Proxies

Voting by Non-Registered Shareholders

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Notes:

Part II

MATTERS TO BE VOTED ON AT THE MEETING

Presentation of the Annual Financial Statements

Election of Directors

Vishy Karamadam - Age 51

Vikas Ranjan Age- Age 52

Firas Al Fraih- Age 40

Randy Koroll- Age 59

Cease Trade Orders and Bankruptcies

Recommendation of the Board

Approval

Appointment of Auditor

Recommendation of the Board

Approval

Stock Option Plan

Recommendation of the Board

UNLESS OTHERWISE DIRECTED BY THE SHAREHOLDER, PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE RESOLUTION TO RE-APPROVE THE ROLLING PLAN.

Approval

PART III

INFORMATION ABOUT THE COMPANY

Audit Committee

Notes:

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees (By Category)

Notes:

STATEMENT OF EXECUTIVE COMPENSATION

Director and Named Executive Compensation, Excluding Compensation Securities

Stock options and other compensation securities

Stock option plans and other incentive plans

Employment, consulting and management agreements

Oversight and description of director and named executive officer compensation

Pension disclosure

Directors and Officers Liability Insurance

Securities Authorized for Issuance Under Equity Compensation Plans

Equity Compensation Plan Information

Note

Interest of Informed Persons in Material Transactions

Indebtedness of Directors and Executive Officers

Corporate Governance Disclosure

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Other Board of Directors Committees

Assessments

MANAGEMENT CONTRACTS

OTHER MATTERS

ADDITIONAL INFORMATION

Approval of Directors

BY ORDER OF THE BOARD

Exhibit “A” AUDIT COMMITTEE CHARTER

THE MINT CORPORATION

Exhibit “B” STOCK OPTION PLAN

THE MINT CORPORATION

RECITALS:

2. PURPOSE

3. ADMINISTRATION

4. STOCK EXCHANGE RULES

5. SHARES SUBJECT TO THE PLAN

6. ELIGIBILITY AND PARTICIPATION

7. EXERCISE PRICE

8. NUMBER OF OPTIONED SHARES

The Mint Corporation Proxy Solicitation & Information Statement 2023